Brokerage and Custody Services Agreement

REGULATIONS FOR PROVISION OF BROKERAGE AND CUSTODY SERVICES

The Regulations for Provision of Brokerage and Custody Services (hereinafter these “Regulations”) determine the procedure, terms and conditions for provision of brokerage and custody services by Veles International Limited (hereinafter the “Company”) on the financial market to any individual or legal entity that meets the requirements established by these Regulations (hereinafter the “Client”).
The Company and the Client are hereinafter referred to individually as the “Party” or collectively as the “Parties”.
General information about the Company:
VELES INTERNATIONAL LIMITED, a company registered under the laws of the Republic of Cyprus (HE165706) at 23 John Kennedy Ave.,5th floor,1075, Nicosia, Cyprus and duly authorized by the Cyprus Securities and Exchange Commission www.cysec.gov.cy (27 Diagorou Str., CY-1097 Nicosia, Cyprus), License No 075/06.
WHEREAS the Client desires to invest in various securities on international capital markets including the capital market of the Russian Federation according to these Regulations;
WHEREAS the Company has the necessary knowledge and experience with respect to the international and the Russian securities markets and desires to provide financial services to the Client according to these Regulations;
WHEREAS the Client desires to engage the Company to use its financial services according to these Regulations;
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties hereby agree as follows:
The Client appoints the Company as the Client’s attorney and agent with full power and authority and upon approval of the Client to act in accordance with the Client’s instructions and these Regulations (except as expressly provided for by applicable legislation) and to take all reasonable and necessary actions in connection with the Company’s obligations and rights as set forth herein.
In acceptance of the terms and conditions of these Regulations, the Client signs the Brokerage and Custody Services Agreement in the form of Annex 1 hereto (hereinafter the “AGREEMENT”). Signing of the AGREEMENT by the Client shall mean acceptance by the Client of all the terms and conditions specified in these Regulations without exeption. The AGREEMENT shall be signed by the Client personally or by its representative acting on the basis of power of attorney or other grounds set by legislation in force.
The AGREEMENT is deemed to enter into force from the date of its signing by the Parties.

DEFINITIONS AND INTERPRETATIONS

"Affiliate" means any entity which directly or indirectly controls or is controlled by a Party hereto, or which is under common control with such Party (the term "control" meaning the power to direct or cause the direction of the management and affairs of another entity).
“Agent” means a person performing intermediary or other services in the interests of the Company.
“Assets” means Client’s funds and Securities held in custody with the Company.
“Authorized organization” applies to bank institutions and other organizations providing registration and protection of rights for Client’s Securities according to applicable laws, with which the Company shall open and maintain bank and/or custody accounts.
"Authorized Person" means any of the persons indicated in the Questionnaire for an Individual/Legal entity (supplied by the Client to the Company in the form stipulated in the AGREEMENT) and duly authorized to deal with the Company in respect of these Regulations and Transactions hereof, and any of the persons indicated by the Company to the Client duly authorized to deal with the Client hereunder.
"Business Day" means a day other than a Saturday or Sunday or any public holiday on which banks and/or foreign exchange markets are open for business in the UK, USA, EU, and the Russian Federation.
"Client’s account" means account (/accounts) being represented by an entry or entries in the internal records of the Company designated for keeping records of the Client’s Assets and operations with them effected by the Company under the provisions of these Regulations.
"Counterparty" means any entity, other than the Company or its Nominee, which is a counterparty under a Transaction or under any other transaction related to and/or required to be entered into for the purposes of consummation of such Transaction.
“Durable medium” means any instrument which enables the Client to store information addressed personally to the Client in a way accessible for future reference and for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
“Eligible Counterparty” means the client or counterparty meeting the criteria laid down in Annex 5 to these Regulations.
“Professional Client” means the client meeting the criteria and observing the procedures laid down in Annex 5 to these Regulations
“Retail Client” means every client that is not a Professional Client or Eligible Counterparty.
"Special bank account" means bank account (/accounts) opened and maintained with any bank institution in the name of the Company and designated for keeping Client’s funds.
"Special custody account" means safe custody account (/accounts) opened and maintained with any Authorized organization in the name of the Company and designated for keeping Client’s Securities.
"Force Majeure" means (a) any action, omission, suspension of trading, decision of ruling of any exchange, trading system, self-regulatory organization or regulatory, governmental or other body or of any other person which is beyond the control of the Parties hereto (including floor broker, exchange, dealing or clearing house error, change of law or any other inability to effect or maintain registration of the Securities in favor of the Client for reasons beyond the control of the Company, its Agents or their Affiliates) or (b) any war, strike, lock-out, national disaster, act of terrorism, delay in postal service or any other delay or inaccuracy in the transmission of orders or other information (including any documentation requested by the Company for the fulfillment of the Company's obligations hereunder), or any breakdown, failure or malfunction beyond the control of the Parties hereto of any telecommunication or computer system, provided that each of the Parties hereto shall use reasonable efforts to promptly inform other Party of the occurrence of any such event.
"Issuer" means legal entity, state or municipal authority which is an issuer of the relevant Securities.
"Nominee" means a person other than the beneficial owner of the Securities in whose name the Securities are registered in the relevant Securities Register.
“Omnibus account” means an account opened in the name of the Company the Securities or Funds credited to which belong to several clients of the Company. The Company is obliged to maintain accounts in its own books recording the interests of the clients in respect of the Securities or funds credited to the account in the Company's name. Unless otherwise is specifically provided for in these Regulations Special custody account and Special bank account are Omnibus accounts.
“Operation with Assets” means transfer of Client’s funds, transfer/delivery of Client’s Securities or other operation with respect the Client’s Assets.
“Proper Instruction” or “Instruction” means an instruction given by the Client’s Authorized Person to the Company and containing all information necessary to allow the Company to enter, complete or conduct Transaction on behalf of the Client or Services to be rendered with regard to the Client’s Securities or funds. For the purposes of these Regulations and the Company’s Order Execution Policy (http:// veles-int.com/en/Services/Regulations) the terms “Instruction” and “Order” shall be construed the same and can be used interchangeably.
“Register” the register of Securities holders maintained by the Issuer of the Securities or by the Authorized organization according to the applicable legislation.
"Securities" means ordinary or preference shares and other equity securities, bonds, promissory notes, deposit and savings certificates or other debt obligations, depositary receipts, derivatives, including futures and options, warrants, money market instruments, securities issued by any government or local authority, commercial or non-commercial enterprise established under and governed by applicable legislation, or any other securities and financial instruments.
“Services” means the services rendered by the Company to the Client under these Regulations.
“Transaction” means, without limitation, unless the context otherwise requires, a transaction on acquisition or disposal of Client’s funds or Securities in the form of stock sale agreement, repurchase agreements, stock lending agreements, put and call options, swap, conversion agreements, bank deposit agreements or in any other form permitted by applicable laws, entered into by the Company or any of its Affiliates with any third party pursuant to these Regulations and the Client’s Instructions.
“Transaction value” means monetary amount of Transaction executed under the Client’s Instruction.

1. INSTRUCTIONS

1.1. Unless otherwise provided for in these Regulations, all Transactions entered into by the Company and all operations with Client’s Assets under these Regulations shall be pursuant to the Client’s Proper Instructions.
1.2. The Client may instruct the Company orally, in writing or by the electronic means specified by the Company to enter into a Transaction and/or perform an Operation with Assets. Any written Instruction shall be given in a manner specified in Section 14 hereof and the Company is entitled to require written Instruction to be made (drafted) in certain form adopted by the Company.
1.3. The Company and/or its Agent may rely on any communication in the form stipulated herein, which purports to have been made or which can reasonably and in good faith be considered as having been made by or on behalf of the Client. Any Instruction given by the Client shall bind the Client upon the delivery of this Instruction to the Company and the Client shall be bound by any contracts and/or obligations and be liable to indemnify the Company and/or its Agent in full for any expenses incurred by them in consequence of or in connection with such communication.
1.4. The Client shall ensure that at least following material terms are specified in the Instruction for acquisition or disposal of Securities:
§  Type of Transaction (sale, purchase or another)
§  Type of Securities (data essential for identification of Securities)
§  Quantity of Securities
§  Price of Securities
§  Other terms
1.5. The Client shall ensure that at least the following material terms are specified in the Instruction for Transaction of conversion of funds:
§  Designation and amount of currency to be purchased
§  Designation, amount and source of funds (proceeds from sale of Securities, deposits, etc.) for currency to be sold
§  Exchange rate
§  Other terms
1.6. If the Client does not specify the price for Securities or exchange rate in the Instruction and unless otherwise agreed upon by the Parties, the Company shall exert all reasonable efforts to execute such Instruction at the best available price at the time of execution in the Company’s sole discretion following the best execution approach as it is described in the Company’s Order Execution Policy (http:// veles-int.com/en/Services/Regulation).
1.7. Telephone conversations between the Parties shall be recorded; such recording shall be recognized by the Parties as evidence in disputes including as evidence of agreement about the terms of the Transaction made by the Company in executing the Instruction.
1.8. The Company is entitled to enter into the Transaction or effect the Operation with Assets without relevant Client’s Instruction as well as without any consultations with the Client in the following cases:
§  To perform settlement of any Transaction for account of the Client’s Assets held in custody with the Company.
§  To arrange for certificates and other documents that may be necessary to receive payments related to the Client’s Assets.
§  To exchange temporary or intermediate documents certifying the Client’s Assets rights for permanent documents.
§  To the extent it is permitted by the applicable law, to collect all payments to Special bank account (income or capital and allocated dividends in respect to the Assets) and to take all necessary and appropriate measures to this regard; to deduct any amounts of taxes due when (a) such amounts should be deducted or withheld or (b) the Company is liable or responsible to do so according to the law or practice of any corresponding tax authority of any jurisdiction in connection with activities within the framework of the Regulations.
§  To exercise, execute or in any other manner perform all actions that, in the Company's opinion, are necessary or desirable for the Company or an Authorized organisation to execute the Instruction or to discharge liabilities arising from these Regulations.
§  To return the Client's Assets from corresponding Special bank account or Special custody account according to the clause referring to cancellation of the AGREEMENT. The Company shall apply all reasonable efforts for the earliest notification of the Client about the expected delivery of Assets.
1.9. The Company shall be entitled to hold Client’s Securities and funds on its Omnibus accounts including those opened with Authorized organisations outside European Economic Area and, in particular, with “IC VELES Capital” LLC, a financial firm duly authorized under the laws of the Russian Federation.
The Client is hereby notified that holding securities and funds on an Omnibus account involves following risks:
(i) Temporary or permanent disruption of an Omnibus account caused by a transaction of one client, or otherwise, may lead to the loss of Assets of all Company’s clients whose Assets are kept on such account.
(ii) An operational error made by the Company’s employee when performing a transaction for a client or conducting the reconciliation of account balances may lead to an inadvertent writing-off the Assets belonging to another Client.
(iii) Whereas the Company holds Securities for many clients, and some may wish to vote in favour of a particular corporate matter and others may wish to vote against, this fact potentially makes it impossible for the Company to satisfy the voting interests of its clients.
(iv) If Securities are consolidated or rights issues relate to holdings of specific numbers of securities (e.g. a 2-for-5 issue) the Company may receive replacement or additional assets which do not divide perfectly among the clients in precisely the ratio in which the clients held the original Securities. Some rounding and cash-settlement of differences is necessary, which may affect Clients differentially.
The Client is also notified that its Securities and funds may be subject to the law of a jurisdiction other than that of a Member State and that the rights of the Client relating to those Securities and funds may differ accordingly.